Please read these terms carefully before using any services provided by X-Seed Technologies. By engaging our services, you agree to be bound by these terms and conditions.
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client”, “you”, or “your”) and X-Seed Technologies Ltd, a company registered in England and Wales under Company No. 12847593, with its registered office at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom (“X-Seed”, “we”, “us”, or “our”).
By accessing our website, engaging our services, or executing a Statement of Work or Service Agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.
In these Terms, unless the context otherwise requires, the following expressions shall have the following meanings:
The specific Services to be provided by X-Seed shall be set out in one or more Statements of Work agreed and signed by both parties. Each SOW shall form part of this Agreement and shall be subject to these Terms unless expressly stated otherwise in the SOW.
The Client shall:
X-Seed shall perform the Services with reasonable skill and care, in accordance with generally accepted industry standards and practices. Where a Service Level Agreement (SLA) is in place, the applicable service levels shall be as set out in the SLA.
The Client shall pay all fees as specified in the applicable SOW. Unless otherwise agreed, invoices shall be issued monthly and are payable within thirty (30) days of the date of invoice. Late payments shall bear interest at the rate of 4% per annum above the base rate of the Bank of England, calculated on a daily basis from the due date until the date of actual payment.
The Client shall not, and shall not permit any third party to:
Each party shall retain ownership of its pre-existing Intellectual Property Rights. Nothing in this Agreement shall transfer ownership of either party’s pre-existing Intellectual Property Rights to the other party.
Unless otherwise agreed in writing in the applicable SOW, upon full payment of all applicable fees, X-Seed shall assign to the Client all Intellectual Property Rights in the Deliverables that are specifically created for the Client under the SOW. X-Seed retains the right to use general knowledge, skills, experience, ideas, concepts, know-how, and techniques acquired or developed during the performance of the Services.
X-Seed retains all Intellectual Property Rights in its proprietary tools, frameworks, methodologies, templates, libraries, and software components (“X-Seed Materials”) that may be used in or incorporated into the Deliverables. Where X-Seed Materials are incorporated into a Deliverable, X-Seed grants the Client a non-exclusive, non-transferable, perpetual licence to use such X-Seed Materials solely as part of the Deliverable and for the Client’s internal business purposes.
The Services and Deliverables may incorporate third-party software, open-source components, or other materials subject to separate licence terms. X-Seed shall notify the Client of any such third-party components, and the Client’s use of such components shall be subject to the applicable third-party licence terms.
Each party undertakes that it shall not disclose the other party’s Confidential Information to any third party and shall use the other party’s Confidential Information solely for the purpose of performing its obligations under this Agreement. Each party shall take all reasonable steps to protect the other party’s Confidential Information from unauthorised disclosure, applying the same degree of care as it applies to its own confidential information (and in no event less than reasonable care).
The obligations in clause 4.1 shall not apply to Confidential Information that:
The obligations of confidentiality set out in this clause shall survive termination of this Agreement and shall continue for a period of five (5) years from the date of disclosure of the relevant Confidential Information, or indefinitely in the case of trade secrets.
Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any successor legislation. Where X-Seed processes Personal Data on behalf of the Client, the parties shall enter into a Data Processing Agreement setting out the scope, nature, and purpose of the processing.
The Client shall be the data controller in respect of any Personal Data provided to X-Seed for the purposes of the Services. X-Seed shall act as data processor and shall process Personal Data only in accordance with the Client’s documented instructions, unless required to do otherwise by applicable law.
X-Seed shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction, or damage, having regard to the state of technological development, the cost of implementation, and the nature, scope, context, and purposes of the processing.
For full details on how X-Seed collects, uses, stores, and protects personal data, please refer to our Privacy Policy. The Privacy Policy forms part of these Terms and should be read in conjunction with this clause.
To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, or cost of procurement of substitute services, howsoever arising and whether in contract, tort (including negligence), breach of statutory duty, or otherwise.
Subject to clause 6.3, each party’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid or payable by the Client to X-Seed under the applicable SOW in the twelve (12) month period immediately preceding the event giving rise to the liability.
Nothing in these Terms shall limit or exclude either party’s liability for:
Each party shall take all reasonable steps to mitigate any loss or damage for which the other party may be liable under this Agreement.
The Client shall indemnify, defend, and hold harmless X-Seed, its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
X-Seed shall indemnify, defend, and hold harmless the Client from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of any claim that the Services or Deliverables infringe the Intellectual Property Rights of a third party, provided that the Client promptly notifies X-Seed in writing of such claim, gives X-Seed sole control of the defence and settlement of such claim, and provides reasonable assistance at X-Seed’s expense.
This Agreement shall commence on the date it is accepted by the Client (or, where a SOW is executed, on the date specified in the SOW) and shall continue in force until all Statements of Work have been completed or terminated, unless otherwise terminated in accordance with this clause.
Either party may terminate this Agreement or any SOW by giving not less than thirty (30) days’ prior written notice to the other party. Upon termination for convenience, the Client shall pay X-Seed for all Services performed and expenses incurred up to the effective date of termination.
Either party may terminate this Agreement or any SOW immediately by written notice if:
Upon termination of this Agreement for any reason:
This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Subject to clause 10, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good-faith negotiations between their respective senior management representatives. Each party shall nominate a senior representative within five (5) Business Days of a written request to do so.
If the dispute is not resolved through negotiation within thirty (30) days, the parties agree to attempt to resolve the dispute through mediation administered by the Centre for Effective Dispute Resolution (CEDR) in accordance with CEDR’s model mediation procedure. The costs of the mediation shall be shared equally between the parties.
If the dispute is not resolved through mediation within sixty (60) days of the commencement of the mediation process (or such longer period as the parties may agree in writing), either party may commence proceedings before the courts of England and Wales in accordance with clause 9.
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure results from circumstances beyond the reasonable control of that party (“Force Majeure Event”), including but not limited to: acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government actions or sanctions, failure of telecommunications or power supply, cyber attacks, and industrial action (other than of the affected party’s own employees).
The affected party shall promptly notify the other party in writing of the Force Majeure Event, its expected duration, and the obligations affected. The affected party shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.
If a Force Majeure Event continues for a period exceeding ninety (90) days, either party may terminate this Agreement (or the affected SOW) by giving thirty (30) days’ written notice to the other party. In such event, neither party shall have any liability to the other, except that the Client shall pay X-Seed for all Services performed up to the date of termination.
X-Seed reserves the right to update or modify these Terms from time to time. Any material changes will be communicated to the Client via email or through a prominent notice on our website at least thirty (30) days before the changes take effect. The date of the most recent revision will be indicated at the top of these Terms.
Continued use of the Services after the effective date of any revised Terms constitutes the Client’s acceptance of the updated Terms. If the Client does not agree to the revised Terms, the Client may terminate this Agreement in accordance with clause 8.2.
If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely achieves the intent of the original provision.
These Terms, together with any applicable SOW and any other documents expressly incorporated by reference, constitute the entire agreement between the parties in respect of the subject matter hereof and supersede all prior agreements, negotiations, representations, and understandings, whether written or oral.
No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. A waiver of any right or remedy shall only be effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
If you have any questions, concerns, or requests relating to these Terms of Service, please contact our legal team:
X-Seed Technologies Ltd
71-75 Shelton Street
Covent Garden, London WC2H 9JQ
United Kingdom
Email: legal@xseedtechnologies.com
Company No.: 12847593
Registered in: England & Wales
For general enquiries or service-related questions, please visit our Contact page or email hello@xseedtechnologies.com.